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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Options (right to buy) | $ 26.85 | 02/10/2014 | A | V | 32,012 | (3) | (4) | Common Stock | 32,012 | $ 0 | 32,012 (5) | D | |||
| Performance Units | (6) | 02/10/2014 | A | V | 37,348 | (7) | (4) | Common Stock | 37,348 | $ 0 | 37,348 (5) | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROGERSON GARRY W 1625 SHARP POINT DRIVE FORT COLLINS, CO 80525 |
X | CEO | ||
| /s/ Thomas O. McGimpsey | 02/12/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The employee restricted stock units granted on 02/10/2014 will vest in three equal installments on 05/15/2014, 8/15/2014 and 11/17/2014. |
| (2) | Represents 61,943 shares of restricted stock units. As of the reporting date, 57,135 restricted stock units have vested and 28,372 restricted stock units are available to sell. |
| (3) | These grants of performance options relate to the 2014 performance period and represent the maximum amount that may vest for the year assuming the Company achieves the annual stretch goal for return on net assets ("RONA"). The performance options may vest as to fewer than the maximum amount, provided that the Company achieves positive operating income. |
| (4) | If the performance metrics for the reporting year have not been met as determined by the Compensation Committee, the unvested options and units for the applicable year will expire immediately. If any of the options vest, they will cancel ten years from the grant date. |
| (5) | As of this filing date, Mr Rogerson holds 250,243 vested stock options. |
| (6) | Each performance unit represents a right to receive one share of common stock or the cash equivalent. |
| (7) | These awards of performance units relate to the 2014 performance periods and represent the maximun amount that may vest for the year assuming the Company achieves the annual stretch goal for RONA. The performance units may vest as to fewer than the maximum amount provided that the Company achieves positive operating income excluding restructuring expense. |